Sec Form 4 Filing - Bitter End, LLC @ Kimbell Royalty Partners, LP - 2017-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bitter End, LLC
2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 670988
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2017
(Street)
DALLAS, TX75367
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common units representing limited partner interests 08/14/2017 J 910,265 ( 1 ) D $ 0 140,624 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common units representing limited partner interests 9,913 ( 8 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 9 )
Common units representing limited partner interests 08/14/2017 J 14,940 ( 10 ) D $ 0 3,769 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 11 )
Common units representing limited partner interests 168 ( 12 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 13 )
Common units representing limited partner interests 08/14/2017 J 122,453 ( 14 ) D $ 0 19 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 15 )
Common units representing limited partner interests 654 ( 16 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 17 )
Common units representing limited partner interests 08/14/2017 J 738,584 ( 18 ) D $ 0 26 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 19 )
Common units representing limited partner interests 7,386 ( 20 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 21 )
Common units representing limited partner interests 20,053 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 22 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bitter End, LLC
P.O. BOX 670988
DALLAS, TX75367
X
Bitter End Royalties, LP
P.O. BOX 670988
DALLAS, TX75367
X
Eagle Management, LLC
P.O. BOX 671099
DALLAS, TX75367
X
Eagle Minerals LP
P.O. BOX 671099
DALLAS, TX75367
X
Gorda Sound, LLC
P.O. BOX 671099
DALLAS, TX75367
X
Gorda Sound Royalties, L.P.
P.O. BOX 671099
DALLAS, TX75367
X
Oil Nut Bay, LLC
P.O. BOX 671099
DALLAS, TX75367
X
Oil Nut Bay Royalties, LP
P.O. BOX 671099
DALLAS, TX75367
X
Trunk Bay, LLC
P.O. BOX 671099
DALLAS, TX75367
X
Trunk Bay Royalty Partners, Ltd.
P.O. BOX 671099
DALLAS, TX75367
X
Signatures
Bitter End, LLC /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Bitter End Royalties, LP /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Eagle Management, LLC /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Eagle Minerals LP /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Gorda Sound, LLC /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Gorda Sound Royalties, L.P. /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Oil Nut Bay, LLC /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Oil Nut Bay Royalties, LP /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Trunk Bay, LLC /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Trunk Bay Royalty Partners, Ltd. /s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Such common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") were distributed by Trunk Bay Royalty Partners, Ltd. on a pro rata basis to its partners (the "Trunk Bay Distribution").
( 2 )This Form 4 is being jointly filed by Bitter End Royalties, LP, Bitter End, LLC, Eagle Minerals LP, Eagle Management, LLC, Gorda Sound Royalties, L.P., Gorda Sound, LLC, Oil Nut Bay Royalties, LP, Oil Nut Bay, LLC, Trunk Bay Royalty Partners, Ltd. and Trunk Bay, LLC (collectively, the "Entity Filers"). Each of the Entity Filers, other than Eagle Management, LLC, directly beneficially owns certain of the securities covered by this Form 4. This Form 4 is being concurrently with another Form 4 filing by Benny D. Duncan. Because the electronic filing system of the Securities and Exchange Commission does not accept CIK and CCC codes from more than ten joint filers of a report, Benny D. Duncan and the Entity Filers have filed separate reports that both relate to and report the Common Units described herein.
( 3 )Bitter End, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Bitter End Royalties, LP. Eagle Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Eagle Minerals LP. Gorda Sound, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Gorda Sound Royalties, L.P. Oil Nut Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Oil Nut Bay Royalties, LP.
( 4 )Trunk Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Trunk Bay Royalty Partners, Ltd. Benny D. Duncan is the sole manager of Bitter End, LLC, the sole member of Eagle Management, LLC, the sole manager of Gorda Sound, LLC, the sole manager of Oil Nut Bay, LLC, and the sole manager of Trunk Bay, LLC. Therefore, Benny D. Duncan may be deemed to benefically own certain securities owned by Bitter End, LLC, Eagle Management, LLC, Gorda Sound, LLC, Oil Nut Bay, LLC, and Trunk Bay, LLC.
( 5 )The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
( 6 )The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
( 7 )Represents Common Units directly beneficially owned by Trunk Bay Royalty Partners, Ltd.
( 8 )Represents Common Units received by Trunk Bay, LLC from Trunk Bay Royalty Partners, Ltd. as a result of the Trunk Bay Distribution. The acquisition of Common Units by Trunk Bay, LLC in the Trunk Bay Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units by Trunk Bay, LLC in the Trunk Bay Distribution from Section 16 of the Exchange Act.
( 9 )Represents Common Units directly beneficially owned by Trunk Bay, LLC.
( 10 )Such Common Units were distributed by Bitter End Royalties, LP on a pro rata basis to its partners (the "Bitter End Distribution").
( 11 )Represents Common Units directly beneficially owned by Bitter End Royalties, LP.
( 12 )Represents Common Units received by Bitter End, LLC from Bitter End Royalties, LP as a result of the Bitter End Distribution. The acquisition of Common Units by Bitter End, LLC in the Bitter End Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units by Bitter End, LLC in the Bitter End Distribution from Section 16 of the Exchange Act.
( 13 )Represents Common Units directly beneficially owned by Bitter End, LLC.
( 14 )Such Common Units were distributed by Gorda Sound Royalties, L.P. on a pro rata basis to its partners (the "Gorda Sound Distribution").
( 15 )Represents Common Units directly beneficially owned by Gorda Sound Royalties, L.P.
( 16 )Represents Common Units received by Gorda Sound, LLC from Gorda Sound Royalties, L.P. as a result of the Gorda Sound Distribution. The acquisition of Common Units by Gorda Sound, LLC in the Gorda Sound Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units by Gorda Sound, LLC in the Gorda Sound Distribution from Section 16 of the Exchange Act.
( 17 )Represents Common Units directly beneficially owned by Gorda Sound, LLC.
( 18 )Such Common Units were distributed by Oil Nut Bay Royalties, LP on a pro rata basis to its partners (the "Oil Nut Bay Distribution").
( 19 )Represents Common Units directly beneficially owned by Oil Nut Bay Royalties, LP.
( 20 )Represents Common Units received by Oil Nut Bay, LLC from Oil Nut Bay Royalties, LP as a result of the Oil Nut Bay Distribution. The acquisition of Common Units by Oil Nut Bay, LLC in the Oil Nut Bay Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units by Oil Nut Bay, LLC in the Oil Nut Bay Distribution from Section 16 of the Exchange Act.
( 21 )Represents Common Units directly beneficially owned by Oil Nut Bay, LLC.
( 22 )Represents Common Units directly beneficially owned by Eagle Minerals LP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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